THIS SECOND AMENDMENT is made to the
Bellsouth Non-Employee Directors Charitable Contribution Program (the "Plan"). The Committee has reviewed and recommends Board approval
of a recommendation that the Plan be amended to provide for the acceleration of remaining payments under the Plan.
Whereupon, on motion, it was
RESOLVED: that the Directors Charitable Contribution Program is hereby amended to provide for the acceleration of payments under the Plan, effective January 1, 2003, to complete donation payments by 2008.
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